Vertex Pharmaceuticals Non-Employee Board Compensation

EX-10.39 5 a10k_2021-exhibit1039.htm EX-10.39 Document

Exhibit 10.39


Vertex Pharmaceuticals Incorporated Annual Non-Employee Board Compensation

Annual Retainer						$100,000

Committee Chair Compensation
Audit & Finance Committee Chair						$30,000 annual retainer
Management Development & Compensation Committee Chair						$25,000 annual retainer
Corporate Governance & Nominating Committee Chair						$25,000 annual retainer
Science & Technology Committee Chair						$25,000 annual retainer

Committee Membership Fee (Non-Chairs)
Audit & Finance Committee Member						$15,000 annual retainer
Management Development & Compensation Committee Member						$12,500 annual retainer
Corporate Governance & Nominating Committee Member						$10,000 annual retainer
Science & Technology Committee Member						$10,000 annual retainer

Lead Independent Director Compensation						$40,000 annual retainer

Annual Equity Grants
Annually on May 1, $400,000 in value-based awards, comprised at the director's election of restricted stock units and/or options •Options are fully vested upon grant •Restricted stock units cliff vest on the 1 year anniversary of the grant date
Initial Equity Grants
On date director joins the board of directors, a $400,000 restricted stock unit award that vests on the first anniversary of the grant date.

Each of our non-employee directors is eligible to defer the cash and restricted stock portion of his/her compensation set forth above and elect to receive deferred stock units that convert to common stock in specified circumstances.